[Form 4] Benchmark Electronics Insider Trading Activity

Rhea-AI Filing Summary

Charles M. Swoboda, a director of Benchmark Electronics, Inc. (BHE), acquired 3,622 shares of the company's common stock via a restricted stock unit award. The reported transaction date is 08/21/2025 and the acquisition is recorded at a price of $0 because the shares are represented by restricted stock units (RSUs) that convert into common shares. Following the grant, Mr. Swoboda beneficially owns 3,622 shares in a direct capacity. The RSUs are scheduled to vest either one year from the date of grant or at the next annual shareholder meeting, whichever occurs earlier. The Form 4 was signed on behalf of Mr. Swoboda by Jason Eastburn under power of attorney on 08/25/2025.

Insights

Corporate Governance Expert

TL;DR: Director received time‑based RSUs totaling 3,622 shares that vest on a one‑year or next‑meeting schedule.

The filing documents a standard equity compensation grant to a director rather than a market purchase or sale. The RSU structure aligns the director's interests with long‑term shareholder value by delaying transfer until vesting. The grant amount (3,622 RSUs) is explicitly noted and is recorded as direct beneficial ownership after the award. No sales, option exercises, or derivative transactions are reported. This is a routine governance disclosure reflecting compensation, not a change in control or unusual insider trading activity.

Securities Analyst

TL;DR: Transaction reports acquisition of 3,622 RSUs at $0, increasing director's direct beneficial ownership by the same amount.

The Form 4 shows an acquisition coded as 'A' for 08/21/2025 with a zero reported price because the instrument is an RSU award convertible into common shares. The vesting condition—one year from grant or the next annual meeting—suggests time‑based retention rather than performance‑based payout. There are no derivative holdings disclosed and no change in outstanding option positions on this form. The disclosure is material for ownership tracking but does not indicate liquidity events or market sales.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SWOBODA CHARLES M

(Last) (First) (Middle)

56 SOUTH ROCKFORD DRIVE

(Street)

TEMPE AZ 85288

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BENCHMARK ELECTRONICS INC [ BHE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2025		A		3,622(1)	A	$0	3,622	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares are represented by a restricted stock unit award bearing the right to receive Common Shares and are scheduled to vest either one-year from the date of grant or the next annual shareholder meeting, whichever is earlier.

	/s/ Jason Eastburn by Power of Attorney for Charles M Swoboda	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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